UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 5, 2023

Khosla Ventures Acquisition Co. III

(Exact name of registrant as specified in its charter)

Delaware

001-40247

86-1777015

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2128 Sand Hill Road

Menlo Park, California

94025

(Address of principal executive offices)

(Zip Code)

(650) 376-8500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

KVSC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2023, Khosla Ventures Acquisition Co. III (the “Company”) did not consummate, or execute a letter of intent, agreement in principle or definitive agreement for, an initial business combination on or before March 26, 2023, and therefore in accordance with the Company’s certificate of incorporation the Company announced its intention to (i) cease all operations except for the purpose of winding up, (ii) redeem 100% of the outstanding shares of Class A common stock issued in its initial public offering, and (iii) dissolve and liquidate.

The Company has been informed by Continental Stock Transfer & Trust Company (the “Trustee”) that the final per-share redemption price is $10.19, after distributions from the trust account for tax expenses and $100,000 for dissolution expenses. The Trustee expects to release the funds for the redemption on April 10, 2023, or as soon as practicable thereafter.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Khosla Ventures Acquisition Co. III

Date: April 5, 2023

/s/ Peter Buckland

Peter Buckland

Chief Financial Officer

Khosla Ventures Acquisition Co. III 8-K